EXHIBIT 4.2
CERTIFICATE OF
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
FASHION DYNAMICS CORP.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
I THE UNDERSIGNED, sole Officer of FASHION DYNAMICS CORP. (the
"Corporation") hereby certify that, pursuant to the provisions of the Nevada
Revised Statutes, the following resolutions to amend its articles of
incorporation were duly adopted:
1. (a) The Board of Directors of the Corporation, acting pursuant to a
unanimous written consent on February 18, 2000 resolved to amend the
Articles of Incorporation as originally filed and/or amended, as
follows:
"RESOLVED FURTHER, that the Board approved and recommend to
the shareholders for approval the amendment to the Company's
Articles of Incorporation ("Articles") as described in the
Proxy Statement to be distributed to shareholders on February
19, 2000, copies of which were distributed to each of the
members of the Board prior to the meeting (the "Proxy
Statement");
RESOLVED FURTHER, that a special meeting of the shareholders
of the Company be held at 10:00 A.M. on February 29, 2000 at
the offices of Preston Gates & Ellis LLP for the purpose of
approving the change in the Company's name to eMagin
Corporation and approving the Board's adoption of the
Company's 2000 Stock Option Plan;
RESOLVED FURTHER, that the Secretary of the Company is
authorized to cause a notice and the Proxy Statement to be
served upon all shareholders of record of the Company as of
the record date, which date shall be February 18, 2000;
RESOLVED FURTHER, that Peter Lee and Yiu Joe Cheung shall be
authorized to serve as proxies for the Company's shareholders;
RESOLVED FURTHER, that upon shareholder approval, on the
Effective Date, Section 1 of the Articles of Incorporation
shall be amended to read:
1. The name of the corporation is:
eMagin Corporation
(b) A majority of the stockholders holding 58% of the common shares
outstanding of Fashion Dynamics Corp. voted, by person or proxy, at a
special meeting duly held at 10:00 A.M. on February 29, 2000 for the
purpose of approving the change in the Company's name to eMagin
Corporation, approved the following amendment to the Company's Articles
of Incorporation:
1. The name of the corporation is:
eMagin Corporation
2. The Board of Directors of the Corporation, acting pursuant to a unanimous
written consent on December 31, 1999 resolved to adopt the following resolution:
"Resolved, that the sole Director is authorized to forward split the
currently issued and outstanding stock of the corporation on a 3.054:1
basis. In lieu of fractional shares, the corporation shall round all
split shares to the nearest whole share. As a result of this split, the
currently issued and outstanding stock of the corporation change from
6,600,000 to approximately 20,156,400 common shares."
The Board of Directors of the Corporation, acting pursuant to a
unanimous written consent on December 31, 1999 resolved to adopt the following
resolution:
"RESOLVED FURTHER, that a forward split of the currently authorized
capital stock of the Company on a 3.054:1 basis shall be effected,
reflecting the previous split of the issued and outstanding capital
stock by the Board of Directors on December 31, 1999. As a result of
the split, the currently authorized capital stock of the Company shall
change from 25,000,000 to 76,350,000 common shares. The officers of the
Company are hereby directed to file documentation with the Secretary of
State of the State of Nevada to effect such split;"
Pursuant to NRS 78.207 and 78.209 and the resolution of the Board above
approving the increase in the number of the authorized shares of the
Corporation, the following information is provided to satisfy the requirements
of NRS 78.209:
(a) The current number of authorized shares of the Corporation is
25,000,000 shares of common stock, $0.001 par value;
(b) The number of authorized shares of the Corporation after the change
is 76,350,000 shares of common stock, $0.001 par value;
(c) After the change, 3.054:1 shares of common stock will be issued for
every one share of common stock held by each stockholder of common stock before
the increase;
(d) In lieu of fractional shares, all split shares shall be rounded to
the nearest whole share;
(e) Pursuant to NRS 78.207, no approval of the stockholders is
necessary to effect the increase of the authorized shares of the Corporation;
and
(f) The change to increase the number of authorized shares of the
Corporation is effective as of the date of filing of this Certificate.
Resolution No. 1 has been consented to and approved by stockholders
holding shares in the Corporation entitling them to exercise at least a majority
of the voting power, which number is sufficient under Nevada law to approve the
matter. Pursuant to NRS 78.207, Resolution No. 2 does not require the approval
of the stockholders of the Corporation.
/s/ Yiu Joe Cheung
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Yiu Joe Cheung
President and Secretary
BRITISH COLUMBIA )
) Section
CITY OF VANCOUVER )
I certify that I know or have satisfactory evidence that Yiu Joe Cheung
is the person who signed this instrument and acknowledged it to be his free and
voluntary act for the uses and purposes mentioned in this instrument.
Dated: March 13, 2000
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/s/ John Fang
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Notary Public
[Seal or Stamp] ------------------------------
[Printed Name]
My appointment expires: Never
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